Exhibit 10.44






Exhibit 10.44




NEWBRIDGE BANCORP




AMENDED AND RESTATED




COMPREHENSIVE EQUITY COMPENSATION PLAN FOR DIRECTORS AND EMPLOYEES




Section 1. Purpose.




     The purpose of the NewBridge Bancorp Amended and Restated Comprehensive Equity Compensation
Plan for Directors and Employees (formerly the LSB Bancshares, Inc. Comprehensive Equity
Compensation Plan for Directors and Employees) (the “Plan”) is to provide an incentive to employees
of NewBridge Bancorp (successor to LSB Bancshares, Inc.) (the “Company”) and its subsidiaries to
achieve long-range goals, to aid in attracting and retaining employees and directors of outstanding
ability and to closely align their interests with those of shareholders. This Plan amends and
restates the LSB Bancshares, Inc. Comprehensive Equity Compensation Plan for Directors and
Employees approved on April 21, 2004 (the “2004 Plan”), which, in turn, replaced the following
plans: the 1994 Director Stock Option Plan, the 1986 Employee Incentive Stock Option Plan, the
1996 Omnibus Stock Incentive Plan and the LSB Bancshares, Inc. Amended and Restated Deferred
Compensation Plan for Directors (collectively, the “Prior Plans”). No further awards or grants
shall be provided under the Prior Plans on or after the effective date of this Plan, but any awards
or grants provided under the Prior Plans prior to the effective date of this Plan shall remain
outstanding in accordance with their respective terms. This Plan is being amended and restated in
order to bring the 2004 Plan into compliance with Section 409A of the Internal Revenue Code,
including regulations and guidance issued thereunder (“Section 409A”).



Section 2. Effective Date of Plan.




     Except as otherwise provided herein, the Plan as amended and restated shall be effective on
the date of its approval by the Board.



Section 3. Eligibility.





(a) Any individual who is employed by (including any officer) or who serves as a member of
the board of directors of the Company or any Affiliate shall be eligible to be selected to
receive an Award under the Plan.




(b) An individual who has agreed to accept employment by the Company or an Affiliate shall
be deemed to be eligible for Awards hereunder as of the date of such agreement.




(c) Holders of options and other types of equity-based awards grated by any entity acquired
by the Company or with which the Company combines are eligible for grant of Substitute
Awards hereunder.



Section 4. Administration.





(a) The Plan shall be administered by the Committee. The Committee shall be appointed by
the Board and shall consist of not less than three directors, each of whom shall be
independent, within the meaning of and to the extent required by applicable rulings and
interpretations of the National Association of Securities Dealers, Inc. and the Securities
and Exchange Commission, and each of whom shall be a “Non-Employee Director”, as defined
from time to time for purposes of Section 16 of the Securities Exchange Act of 1934 and the
rules promulgated



 









 







thereunder. The Board may designate one or more directors who meet the above criteria as
alternate members of the Committee who may replace any absent or disqualified member at any
meeting of the Committee. The Committee may issue rules and regulations for administration
of the Plan. It shall meet at such times and places as it may determine.




(b) Subject to the terms of the Plan and applicable law, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types of Awards
(including Substitute Awards) to be grated to each Participant under the Plan; (iii)
determine the number of Shares to be covered by (or with respect to which payments, rights,
or other matters are to be calculated in connection with) Awards; (iv) determine the terms
and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, shares, other securities, other
Awards, or other property, or canceled, forfeited or suspended, and the methods by which
Awards may be settled, exercised, canceled, forfeited or suspended; (vi) interpret and
administer the Plan and any instrument or agreement relating to, or Award made under, the
Plan (provided that any portion of the Plan, instrument or agreement subject to Section 409A
shall be interpreted and administered in compliance with Section 409A); (vii) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (viii) make any determination and
take any action that the Committee deems necessary or desirable in connection with the
administration of the Plan; provided, however, that any actions and/or determinations by the
Committee shall comply with Section 409A to the extent Section 409A applies to Awards under
the Plan and any portions of the Plan.




(c) All decisions of the Committee shall be final, conclusive and binding upon all parties,
including the Company, any Affiliates, the shareholders and the Participants.



Section 5. Shares Available For Awards.





(a) Subject to adjustment as provided in this Section 5, a total of Seven Hundred and Fifty
Thousand (750,000) Shares shall be available for issuance pursuant to Awards under the Plan.




(b) If, after the effective date of the Plan, any Shares covered by an Award other than a
Substitute Award, or to which such an Award relates, are forfeited, or if such an Award
otherwise terminates without the delivery of Shares or of other consideration, then the
Shares covered by such Award, or to which such Award relates, to the extent of any such
forfeiture or termination, shall again be, or shall become, available for issuance under the
Plan. Notwithstanding the foregoing, to the extent an Award granted hereunder is payable
under the express terms of the Award Agreement entirely in cash or cash installments, the
Shares to which the Award relates shall not count against the limitation specified in
Section (a) and any subsequent payment, exercise, forfeiture, cancellation or other
disposition of such an Award shall not result in any adjustments in the Shares available for
issuance pursuant to this Section 5.




(c) In the event that any Option or other Award granted hereunder (other than a Substitute
Award) is exercised through the delivery of shares, or in the event that withholding tax
liabilities arising from such Option or Award are satisfied by the withholding of Shares by
the Company, the number of Shares available for Awards under the Plan shall be increased by
the number of Shares so surrendered or withheld.




(d) Any shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares.



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(e) In the event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the
Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all
of (i) the number and type of Shares (or other securities or property) which thereafter may
be made the subject of Awards, including the aggregate limit specified in Section 5(a), (ii)
the number and type of Shares (or other securities or property) subject to outstanding
Awards, and (iii) the grant, purchase, or exercise price with respect to any Award, or, if
deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;
provided, however, that the number of Shares subject to any Award denominated in Shares
shall always be a whole number. Provided, however, that no adjustment shall be made if the
adjustment would cause an Award that is not subject to Section 409A prior to the adjustment
become subject to Section 409A as a result of the adjustment.




(f) Shares underlying Substitute Awards shall not count against the limit specified in
Section 5(a) and shall not reduce the number of Shares remaining available for issuance
under the Plan.



Section 6. Options.





(a) The Committee is hereby authorized to grant Options to Participants with the following
terms and conditions and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee shall determine.




(b) The purchase price per Share under an Option shall be determined by the Committee;
provided, however, that except in the case of Substitute Awards, such purchase price shall
not be less than the Fair Market Value of a Share on the date of grant of such Option. The
granting of discounted Non-Qualified Stock Options in expressly prohibited under this Plan.




(c) The term of each Option shall be fixed by the Committee but shall not exceed 10 years
from the date of grant thereof.




(d) The Committee shall determine the time or times at which an Option may be exercised in
whole or in part, and the method or methods by which, and the form or forms, including,
without limitation, cash, Shares, other Awards, or other property, or any combination
thereof, having a Fair Market Value on the exercise date equal to the relevant exercise
price, in which payment of the exercise price with respect thereto may be made or deemed to
have been made.




(e) The terms of any Incentive Stock Option granted under the Plan shall comply in all
respects with the following provisions to the extent necessary to satisfy the requirements
of Section 422 of the Code:




	 	(i)	 	Incentive Stock Options shall be granted only to Participants who are
employees described in Section 422(a)(2) of the Code.




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	 	(ii)	 	The Incentive Stock Option exercise price per Share shall be set in the
Award Agreement, and shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share at the time of the grant.
	 
	 	(iii)	 	The Incentive Stock Option shall expire not later than 10 years after
the grant date, or such shorter period as may be specified in the Award Agreement.
In addition, the Incentive Stock Option shall lapse and cease to be exercisable no
later than three months following the participant’s termination of Service, unless:






	 	A.	 	the Participant’s termination of Service is a
result of death or Disability, in which event the Incentive Stock Option
shall lapse and cease to be exercisable no later than one year after the
date of death or Disability; or
	 
	 	B.	 	the Participant dies following the termination of
Service and while the Incentive Stock Option is still exercisable, in
which event the Incentive Stock Option shall lapse and cease to be
exercisable no later than one year after the date of death.






	 	(iv)	 	The aggregate Fair Market Value, determined as of the Option grant
date, of the Shares with respect to which Incentive Stock Options are first
exercisable during any calendar year by any Participant shall not exceed one
hundred thousand dollars ($100,000). However, to the extent permitted under
Section 422 of the Code, if the exercisability of an Incentive Stock Option is
accelerated by reason of a Change in Control, or otherwise pursuant to Section 6(f)
or Section 12(b), any portion of such Option that is not exercisable as an
Incentive Stock Option by reason of the one hundred thousand ($100,000) limitation
shall be treated as a Non-Qualified Stock Option.
	 
	 	(v)	 	Incentive Stock Options shall be granted only to an eligible
Participant who, at the time of the Option grant date, does not own stock
possessing more than 10% of the total combined voting power of all classes of stock
of the Company; provided, however, the foregoing restriction shall not apply if at
the time of the Option grant date the exercise price per Share for the Option is at
least one hundred and ten percent (110%) of the Fair Market Value of a Share on the
grant date and such Incentive Stock Option by its terms is not exercisable after
the expiration of five (5) years from the Option grant date.
	 
	 	(vi)	 	Subject to the Plan-wide Award limit specified in Section 5(a), the
maximum number of Shares subject to Incentive Stock Option Awards shall be Five
Hundred Thousand (500,000). This Incentive Stock option limitation shall be
subject to adjustment as provided in Section 5(e), but shall not be otherwise
subject to adjustment for forfeited, cancelled or exercised Incentive Stock
Options.
	 
	 	(vii)	 	The Committee may adopt any other terms and conditions which it
determines should be imposed for the Incentive Stock option to qualify under
Section 422 of the Code and any regulations promulgated thereunder.






(f) The provisions of this Section 6(f) shall apply only to a Participant’s Employee Awards.
Except as otherwise provided in the Award Agreement for the Option, and subject to any
further limitations imposed by Section 6(e) in the case of any Incentive Stock Option:



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	 	(i)	 	upon a Participant’s Involuntary Termination for Cause (including but
not limited to an Involuntary Termination for Cause that occurs after the
Participant would otherwise have been eligible for Retirement), all Options held by
the Participant under Employee Awards shall be canceled as of the date of
termination.
	 
	 	(ii)	 	upon a Participant’s termination of Service on account of Disability, a
Participant’s voluntary termination of Service on account of Retirement, or a
Participant’s Involuntary Termination without Cause, each Option held by the
Participant under an Employee Award shall be exercisable to the extent of the total
number of Shares subject to the Option, irrespective of the extent to which such
Option would otherwise have been exercisable at the date of Retirement or
Disability pursuant to the terms of the applicable Award Agreement, and such Option
shall otherwise remain in full force and effect in accordance with its terms.
	 
	 	(iii)	 	upon a Participant’s termination of Service on account of death, each
Option held by the Participant under an Employee Award shall be exercisable by the
Participant’s estate, or by any individual who acquires the right to exercise such
Option by reason of the Participant’s death, to the extent of the total number of
Shares subject to the Option, irrespective of the extent to which such Option would
have otherwise been exercisable at the date of death pursuant to the terms of the
applicable Award Agreement, and such Option shall otherwise remain in full force
and effect in accordance with its terms.
	 
	 	(iv)	 	upon a Participant’s voluntary termination of Service for any reason
other than Retirement, death or Disability, Options held by the Participant under
an Employee Award shall remain exercisable only for 90 days after such termination
(but not after the expiration date of such Options), and only to the extent such
Options were exercisable at the date of termination pursuant to the terms of the
applicable Award Agreement. However, if the Participant should die within the 90
day period after such termination of Service, the Options held by the Participant
under an Employee Award may be exercised by the Participant’s estate, or by any
individual who acquires the right to exercise by reason of the Participant’s death,
at any time within a period of one year after the date of death (but not after the
expiration date of the Options) to the extent such Options were exercisable at the
date of termination pursuant to the terms of the applicable Award Agreement.






(g) The provisions of this Section 6(g) shall apply only to a Participant’s Director Awards.
Except as otherwise provided in the applicable Award Agreement:




	 	(i)	 	upon the termination of the Participant’s Service as a director for any
reason after Normal Retirement or at any time by reason of death or Disability, any
unexercised Non-Qualified Stock Options granted under a Director Award shall be
exercisable to the extent of the total number of Shares subject to the Option,
irrespective of the extent to which such Option would otherwise have been
exercisable at the date of termination pursuant to the terms of the applicable
Award Agreement, and such Option shall otherwise remain in full force and effect in
accordance with its terms. In the case of the Participant’s death, the Option may
be exercised by the Participant’s estate, or by any individual who acquires the
right to exercise by reason of the Participant’s death.




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	 	(ii)	 	upon the termination of the Participant’s Service as a director prior
to Normal Retirement for any reason other than death or Disability, any unexercised
Non-Qualified Stock Options granted under a Director Award shall remain exercisable
only for 90 days after such termination pursuant to the terms of the applicable
Award Agreement.






(h) It is intended that the Options issued hereunder fall within the safe harbor provided by
Section 409A such that the Options fall outside the scope of Section 409A and are not
required to comply with the Section 409A requirements. This Plan, the Award Agreements, and
the Options will be administered and interpreted in a manner consistent with the intent set
forth in this Section 6(h).




(i) Options shall not entitled the Participant to any shareholder rights (including voting
and dividends) until the Option has been properly exercised, the Participant has paid for
the Shares and become a holder of record, and then only with respect to those Shares so
purchased.



Section 7. Restricted Stock And Restricted Stock Units.





(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted
Stock Units to Participants.




(b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may impose, which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the Committee may
deem appropriate.




(c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as
the Committee may deem appropriate including, without limitation, book-entry registration or
issuance of a stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of Restricted Stock granted under the Plan, such certificate
shall be registered in the name of the participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock.




(d) The provisions of this Section 7(d) shall apply only to a Participant’s Employee Awards
of Restricted Stock and Restricted Stock Units, except as otherwise provided in the Award
Agreement.




	 	(i)	 	upon a Participant’s termination of Service on account of death or
Disability, a Participant’s voluntary termination of Service on account of
Retirement, or a Participant’s Involuntary Termination without Cause, any and all
remaining restrictions with respect to Shares of Restricted Stock or Restricted
Stock Units granted to the Participant under Employee Awards shall lapse.
	 
	 	(ii)	 	upon a Participant’s voluntary termination of Service for any reason
other than Retirement, death or Disability, all Shares of Restricted Stock or
Restricted Stock Units held by the Participant under Employee Awards shall be
forfeited as of the date of termination.
	 
	 	(iii)	 	upon a Participant’s Involuntary Termination for Cause (including but
not limited to an Involuntary Termination for Cause that occurs after the
participant would otherwise have been eligible for Retirement), all Shares of
Restricted Stock or




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	 	 	 	Restricted Stock Units held by the Participant under Employee Awards shall be
forfeited as of the date of termination.






(e) The provisions of this Section 7(e) shall apply only to a Participant’s Director Awards
of Restricted Stock and Restricted Stock Units, except as otherwise provided in the
applicable Award Agreement:




	 	(i)	 	upon the termination of the Participant’s Service as a director for any
reason after Normal Retirement or at any time by reason of death or Disability, any
and all remaining restrictions with respect to Shares of Restricted Stock or
Restricted Stock Units granted to the Participant under Director Awards shall
lapse.
	 
	 	(ii)	 	upon the termination of the Participant’s Service as a director prior
to Normal Retirement for any reason other than death or Disability, all shares of
Restricted Stock or Restricted Stock Units held by the Participant under Director’s
Awards shall be forfeited as of the date of termination.






(f) The provisions of this Section 7(f) apply only to an Award of Restricted Stock. Awards
of Restricted Stock shall only become unrestricted and vest in the Participant in accordance
with such vesting schedule relating to the service performance restriction applicable to
such Restricted Award as set forth in the relevant Award Agreement. The restriction period
shall be two (2) years and one day of continued service with the Company (i) as an employee
or (ii) as a director, as applicable, after the date on which such Award is granted unless
the Award Agreement specifically provides otherwise. The Committee may, in its discretion,
establish a shorter restriction period by specifically providing for such shorter period in
the Award Agreement; however, in no event shall the restriction period be less than one (1)
year and one day of continued service with the Company (i) as an employee or (ii) as a
director, as applicable, after the date on which such Award is granted. During the
restriction period applicable to an Award of Restricted Stock, such Award shall be unvested
and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of
or hypothecate such Award. Upon satisfaction of the vesting schedule and any other
applicable restrictions, terms and conditions, the Participant shall be entitled to receive
delivery of shares of unrestricted stock representing the Shares of Restricted Stock that
have become vested and unforfeitable on or before the thirtieth (30th) day
following vesting.




(g) The provisions of this Section 7(g) apply only to an Award of Restricted Stock Units.
Once the restrictions imposed on an Award of Restricted Stock lapse and the Restricted Stock
Units are vested, the Shares will be delivered to the Participant on or before the thirtieth
(30th) day following vesting. Provided, however, that if Section 409A applies to
an Award of Restricted Stock Units and the Participant is a Specified Employee at the time
of vesting, the Shares shall not be delivered until the first day of the seventh
(7th) month following the month in which vesting occurs.




(h) It is intended that all Awards of Restricted Stock and Restricted Stock Units fall
within the restricted stock and/or short term deferral exemptions provided by Section 409A
such that the Awards fall outside the scope of Section 409A and are not required to comply
with the Section 409A requirements. This Plan, the Award Agreements, and the Awards of
Restricted Stock and/or Restricted Stock Units will be administered and interpreted in a
manner consistent with the intent set forth in this Section 7(h).



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(i) Unless specifically provided otherwise in the Award Agreement, neither Awards of
Restricted Stock nor Awards of Restricted Stock Units shall entitle the Participant to any
shareholder rights (including voting and dividends) until the Awards have fully vested, and
Shares have been released from all restrictions in the case of Restricted Stock, and Shares
have been delivered to the Participant in the case of Restricted Stock Units.



Section 8. Performance Units.





(a) The Committee is hereby authorized to grant Awards of Performance Units to Participants.




(b) Subject to the terms of the Plan, a Performance Unit granted under the Plan (i) may be
denominated or payable in cash, Shares including, without limitation, Restricted Stock),
other securities, other Awards, or other property and (ii) shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or exercisable by, the
holder of the Performance Unit, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall establish and set
forth in the Award Agreement. Subject to the terms of the Plan, the performance goals to be
achieved during any performance period, the length of any performance period, the amount of
any Performance Unit granted and the amount of any payment or transfer to be made pursuant
to any Performance Unit shall be determined by the Committee.




(c) The performance period established by the Committee and set forth in the Award Agreement
must be at least twelve consecutive months.




(d) Performance periods may overlap each other from time to time, and the Committee may set
different performance periods for different performance goals.




(e) The Committee shall establish performance goals for each performance period prior to the
commencement of such performance period and the performance goals shall be set forth in the
Award Agreement. The Committee shall also establish in the Award Agreement a written
schedule or schedules for such Performance Units setting forth the portion of the Award
which will be earned or forfeited based on the degree of achievement, or lack thereof, of
the performance goals at the end of the relevant performance period(s).




(f) In setting performance goals, the Committee may use, but shall not be limited to, such
measures as total shareholder return, return on average equity, return on average assets,
return on average earning assets, net earnings per share growth, comparisons to peer
companies, divisional goals, individual or aggregate Participant performance or such other
measure or measures of performance as the Committee, in its sole discretion, may deem
appropriate.




(g) The provisions of this Section 8(g) shall apply only to a Participant’s Employee Awards
for Performance Units. Except as otherwise provided in the Award Agreement:




	 	(i)	 	in the event of a Participant’s voluntary termination of Service on
account of Retirement prior to the expiration of any performance period applicable
to a Performance Unit granted to the Participant under an Employee Award, the
Participant shall be entitled to receive following the expiration of such
performance period a pro-rata portion of any amount otherwise payable with respect
to, or a pro-rata right to exercise, the Performance Unit.




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	 	(ii)	 	upon a Participant’s termination of Service on account of death prior
to the expiration of any performance period applicable to a Performance Unit
granted to the Participant under an Employee Award, the Participant’s estate shall
receive a partial payment with respect to, or a partial right to exercise, such
Performance Unit, based on the level of progress toward achievement of the
applicable performance goals through the date of death as determined by the
Committee.
	 
	 	(iii)	 	upon a Participant’s termination of Service on account of Disability
prior to the expiration of any performance period applicable to a Performance Unit
granted to the Participant under an Employee Award, the Participant shall receive a
partial payment with respect to, or a partial right to exercise, such Performance
Unit, based on the level of progress toward achievement of the applicable
performance goals through the date of death as determined by the Committee.
	 
	 	(iv)	 	upon a Participant’s Involuntary Termination without Cause prior to the
expiration of any performance period applicable to a Performance Unit granted to
the Participant under an Employee Award, the Participant shall receive a partial
payment with respect to, or a partial right to exercise, such Performance Unit,
based on the level of progress toward achievement of the applicable performance
goals through the date of death as determined by the Committee.
	 
	 	(v)	 	upon a Participant’s voluntary termination of Service for any reason
other than Retirement, death or Disability, all Performance Units held by the
Participant under an Employee Award shall be canceled as of the date of
termination.
	 
	 	(vi)	 	upon a Participant’s Involuntary Termination for Cause (including but
not limited to an Involuntary Termination for Cause that occurs after the
participant would otherwise have been eligible for Retirement), all Performance
Units held by the Participant under Employee Awards shall be canceled as of the
date of termination.






	 	(h)	 	The provisions of this Section 8(h) shall apply only to a Participant’s
Director Awards of Restricted Stock and Restricted Stock Units, except as otherwise
provided in the applicable Award Agreement:






	 	(i)	 	upon the termination of the Participant’s Service as a director for any
reason after Normal Retirement or at any time by reason of death or Disability
prior to the expiration of any performance period applicable to a Performance Unit
granted to the Participant under Director Award, the Participant (or his estate)
shall receive upon such termination a partial payment with respect to, or a partial
right to exercise, such Performance Unit, based on the level of progress toward the
achievement of the applicable performance goals through such termination as
determined by the Committee.
	 
	 	(ii)	 	upon the termination of the Participant’s Service as a director prior
to Normal Retirement for any reason other than death or Disability, all shares of
Performance Units held by the Participant under Director’s Awards shall be canceled
as of the date of termination.






(i) With respect to each Performance Unit, the Participant shall, if the applicable
Performance Goals have been satisfied during the relevant performance period(s), be entitled
to receive payment in an amount equal to the designated value of each Performance Unit
awarded



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times the number of such Performance Units so earned. Payment in settlement of earned
Performance Units shall be made on or before the 30th day following the
conclusion of the applicable performance period(s) in cash, in shares of unrestricted stock
or in Restricted Stock, as the Committee, in its sole discretion, shall determine and
provide in the relevant Award Agreement. Provided, however, that if, at the time for
payment the Participant is a Specified Employee, payment shall not be made until the first
day of the seventh (7th) month following the month in which payment would
otherwise have been made.



Section 9. Stock Appreciation Rights and Other Stock-Based Awards.





(a) The Committee is hereby authorized to grant to Participants such Awards (including,
without limitation, Stock Appreciation Rights and rights to dividends and dividend
equivalents) that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation, securities
convertible into Shares) as are deemed by the Committee to be consistent with the purposes
of the Plan. Subject to the terms of the Plan, and subject to Section 409A to the extent it
applies to such rights, the Committee shall determine the terms and conditions of such
Awards. Shares or other securities delivered pursuant to a purchase right granted under
this Section 9 shall be purchased for such consideration, which may be paid by such method
or methods and in such form or forms, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination thereof, as the Committee
shall determine, the value of which consideration, as established by the Committee, shall,
except in the case of Substitute Awards, not be less than the Fair Market Value of such
Shares or other securities as of the date such purchase right is granted.




(b) The provisions of this Section 9(b) shall apply only to a Participant’s Employee Awards
of Stock Appreciation Rights or Other Stock-Based Awards. Except as otherwise provided in
the Award Agreement for the Stock Appreciation Right or Other Stock-Based Award:




	 	(i)	 	upon a Participant’s Involuntary Termination for Cause (including but
not limited to an Involuntary Termination for Cause that occurs after the
Participant would otherwise have been eligible for Retirement), all Stock
Appreciation Rights and Other Stock-Based Awards held by the Participant under an
Employee Award shall be canceled as of the date of termination.
	 
	 	(ii)	 	upon a Participant’s termination of Service on account of Disability, a
Participant’s voluntary Termination of Service on Account of Retirement, a
Participant’s Involuntary Termination without Cause, each Stock Appreciation Right
and Other Stock-Based Award held by the Participant under an Employee Award, the
Participant shall be exercisable to the extent of the total number of Shares
subject to the Stock Appreciation Rights or Other Stock-Based Award, irrespective
of the extent to which such Award would otherwise have been exercisable at the date
of Retirement or Disability pursuant to the terms of the applicable Award
Agreement, and such Stock Appreciation Right or Other Stock-Based Award shall
otherwise remain in full force and effect in accordance with its terms.
	 
	 	(iii)	 	upon a Participant’s termination of Service on account of death, each
Stock Appreciation Right and Other Stock-Based Right held by the Participant under
an Employee Award shall be exercisable by the Participant’s estate, or by any
individual who acquires the right to exercise such Award by reason of the
Participant’s death, to the extent of the total number of Shares subject to the
Stock Appreciation Rights or Other Stock-Based Award, irrespective of the extent to
which such Award would otherwise have been exercisable at




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	 	 	 	the date of Retirement or Disability pursuant to the terms of the applicable Award
Agreement, and such Stock Appreciation Right or Other Stock-Based Award shall
otherwise remain in full force and effect in accordance with its terms.
	 
	 	(iv)	 	upon a Participant’s voluntary termination of Service for any reason
other than Retirement, death or Disability, the Stock Appreciation Rights and Other
Stock-Based Awards held by the Participant under an Employee Award shall remain
exercisable only for 90 days after such termination (but not after the expiration
date of such Awards) to the extent such Awards were exercisable at the date of
termination pursuant to the terms of the applicable Award Agreement. However, if
the Participant should die within the 90 day period after such termination of
Service, the Stock Appreciation Rights and Other Stock-Based Awards held by the
Participant under an Employee Award may be exercised by the Participant’s estate,
or by any individual who acquires the right to exercise by reason of the
Participant’s death, at any time within a period of one year after the date of
death (but not after the expiration date of the Awards) to the extent such Awards
were exercisable at the date of termination pursuant to the terms of the applicable
Award Agreement.






(c) The provisions of this Section 9(c) shall apply only to a Participant’s Director Awards
of Stock Appreciation Rights or Other Stock-Based Awards. Except as otherwise provided in
the applicable Award Agreement:




	 	(i)	 	upon the termination of the Participant’s Service as a director for any
reason after Normal Retirement or at any time by reason of death or Disability, any
unexercised Stock Appreciation Rights and Other Stock-Based Awards held by the
Participant under a Director Award shall be exercisable to the extent of the total
number of Shares subject to the Stock Appreciation Rights or Other Stock-Based
Award, irrespective of the extent to which such Award would otherwise have been
exercisable at the date of termination pursuant to the terms of the applicable
Award Agreement, and such Stock Appreciation Rights or Other Stock-Based Award
shall otherwise remain in full force and effect in accordance with its terms.
	 
	 	(ii)	 	upon the termination of the Participant’s Service as a director prior
to Normal Retirement for any reason other than death or Disability, all Stock
Appreciation Rights and Other Stock-Based Awards held by the Participant under a
Director Award shall be canceled as of the date of termination.






(d) A Participant’s Stock Appreciation Rights Award shall not entitle the Participant to
dividend equivalents or similar other rights with respect to the Stock Appreciation Rights
Award.




(e) Stock Appreciation Rights Awards, and the related payments to Participants in settlement
of vested Stock Appreciation Rights, are intended to be taxed under the provisions of
Section 83 of the Code, and are not intended to provide for the deferral of compensation
within the meaning of Section 409A. Thus, it is intended that the Stock Appreciation Rights
awarded under this Section 9 fall outside the scope of Section 409A and are not required to
comply with the Section 409A requirements. The Plan and Stock Appreciation Rights awarded
under this Section 9 will be administered and interpreted in a manner consistent with the
intent set forth in this Section 9(e).



11









 






(f) The base value of each Stock Appreciation Right shall be equal to the Fair Market Value
of a share on the date of the Award. Awards of discounted Stock Appreciation Rights are
expressly prohibited.




(g) This Section 9(g) shall apply to any Other Stock-Based Award that is issued and is
subject to Section 409A. In the case of such an Award, payment of any such Award shall be
made as specifically provided for in the Award Agreement, and such payment provisions will
be in compliance with Section 409A. At the time of payment, if the Participant is a
Specified Employee, no payment will be made until the first day of the seventh
(7th) month following the date the payment would otherwise have been made under
the terms of the Award Agreement if the Participant had not been a Specified Employee at the
time of payment.



Section 10. General Provisions Applicable To Awards.





(a) Each Award shall be evidenced by a written Award Agreement, the terms of which shall be
determined by the Committee.




(b) Awards shall be granted for no cash consideration or for such minimal cash consideration
as may be required by applicable law.




(c) Each Award may, in the discretion of the Committee, be granted either alone or in
addition to or in tandem with any other Award. An Award grated in addition to or in tandem
with another Award may be granted either at the same time as or at a different time from the
grant of such other Award.




(d) Subject to the terms of the Plan and the applicable Award Agreement, payments or
transfers to be made by or to the Company upon the grant, exercise or payment of an Award
may be made in such form or forms as the Committee shall determine including, without
limitation, cash, Shares, or other securities, other Awards, or other property, or any
combination thereof, and may be made in a single payment or transfer, in installments, or on
a deferred basis, in each case in accordance with rules and procedures established by the
Committee.




(e) Notwithstanding any provision of the Plan or any Award Agreement to the contrary, in no
event shall the Company or any Affiliate extend credit or loan funds to any Participant in
connection with the exercise of an Award. The Company may establish, maintain and/or
facilitate a broker-assisted cashless exercise program.




(f) Unless the Committee shall otherwise determine, no Award and no right under any Award
shall be assignable, saleable, or transferable by a Participant otherwise than by will or by
the laws of descent and distribution, and each Award, and each right under any Award, shall
be exercisable during the Participant’s lifetime only by the Participant or, if permissible
under applicable law, by the Participant’s guardian or legal representative. The provisions
of this paragraph shall not preclude forfeiture of an Award in accordance with the terms of
the Plan or the applicable Award Agreement.




(g) All certificates for Shares or other securities delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock exchange upon
which such Shares or other securities are then listed, and any applicable Federal or state
securities laws, and the



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Committee may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions.




(h) If the Committee intends that an Award (other than an Option or Stock Appreciation
Right) to a member of the Executive Group should constitute “qualified performance-based
compensation” for purposes of Section 162(m) of the Code, the applicable Award Agreement
shall include a pre-established formula, such that payment, retention or vesting of the
Award is subject to the achievement during a performance period or periods, as determined by
the Committee, of a level or levels, as determined by the Committee, or one or more
Performance Measures. For any Award subject to any such pre-established formula, no more
than Fifty- Thousand (50,000) shares of Common Stock can be paid in satisfaction of such
Award to any Participant, subject to adjustment as provided in Section 5(e). Notwithstanding
any provision of this Plan to the contrary, the Committee shall not be authorized to
increase the amount payable under any Award to which this Section 10(h) applies upon
attainment of such pre-established formula.



Section 11. Change in Control.





(a) Unless specifically provided to the contrary in any Award Agreement, and notwithstanding
any provision herein to the contrary, upon a Change in Control all outstanding Awards shall
become fully vested and exercisable, and any restrictions applicable to any outstanding
Award shall automatically lapse.




(b) Any provision of the Plan or any Award Agreement to the contrary, a provision may be
made in writing in connection with the Change in Control for the assumption of the Award in
connection with the consummation of a Change in Control.



Section 12. Amendments And Termination.





(a) Except to the extent expressly prohibited by applicable law and unless otherwise
expressly provide in an Award Agreement or in the Plan, the Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided, however,
that:




	 	(i)	 	no such amendment, alteration, suspension, discontinuation or
termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement for which or with which
the Board deems it necessary or desirable to qualify or comply.
	 
	 	(ii)	 	no such amendment or alteration shall increase the number of Shares
available for issuance pursuant to Awards under the Plan without shareholder
approval.
	 
	 	(iii)	 	no such amendment, alteration, suspension, discontinuation or
termination shall be made without the consent of the affected Participant, if such
action would adversely affect the rights of such Participant under any outstanding
Award.






(b) The Committee may waive any conditions or rights under, amend any terms of, or amend,
alter, suspend, discontinue or terminate any Award previously granted, prospectively or
retroactively, without the consent of any affected Participant or holder or beneficiary of
an Award; provided, however, that:



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	 	(i)	 	no such action shall impair the vested rights of any affected
Participant or holder or beneficiary under any Award previously granted under the
Plan.
	 
	 	(ii)	 	except as provided in Section 5(e), no such action shall reduce the
exercise price, grant price or purchase price of any Award established at the time
of grant thereof.
	 
	 	(iii)	 	the Committee’s authority under this Section 12(b) is limited in the
case of Awards subject to Section 10(h), as set forth in Section 10(h).






(c) Except as provided in Section 10(h), the Committee shall be authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards in
recognition of events (including, without limitation, the events described in Section 5(e))
affecting the Company, or the financial statements of the Company, or of changes in
applicable laws, regulations or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan.




(d) The Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall
deem desirable to carry out the purpose and intent of the Plan and the applicable Award.




(e) Notwithstanding any provision in the Plan to the contrary, no amendment, adjustment,
suspension, discontinuation or termination shall be made or adopted unless it complies with
Section 409A if Section 409A applies to the Award or portion of the Plan at issue.



Section 13. Miscellaneous.





(a) No employee, director, Participant or other individual shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of
employees, directors, Participants or holders or beneficiaries of Awards under the Plan.
The terms and conditions of Awards and Award Agreements need not be the same with respect to
each recipient.




(b) The Committee may delegate to one or more officers or employees of the Company, or a
committee of such officers or employees, the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to, or to cancel, modify,
waive rights with respect to, alter, discontinue, suspend or terminate Awards held by,
employees who are not officers or directors of the Company for purposes of section 16 of the
Securities Exchange Act of 1934, as amended; provided, however, that any delegation to
management shall conform with the requirements of the corporate law of the State of North
Carolina and with the requirements, if any, of the National Association of Securities
Dealers, Inc., in either case as in effect from time to time, and shall also conform with
the requirements of Section 409A to the extent that the actions relate to an Award subject
to Section 409A.




(c) The Company shall be authorized to withhold from any Award grated or any payment due or
transfer made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other Awards, or other
property) of income or other taxes due in respect of an Award, its exercise, or any payment
or transfer under such Award or under the Plan and shall take such other action (including,
without limitation, providing for elective payment of such amounts in cash, Shares, other
securities, other Awards or other property by the Participant) as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.



14









 






(d) Nothing contained in the Plan shall prevent the Company from adopting or continuing in
effect other or additional arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases.




(e) The grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate. Further, the Company or the
applicable Affiliate may at any time dismiss a Participant from employment, free from any
liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Award Agreement or in any other agreement binding the parties. The receipt of any
Award under the Plan is not intended to confer any rights on the Participant except as set
forth in the applicable Award Agreement.




(f) If any provision of the Plan or any Award Agreement is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction, or as to any individual or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award Agreement, such provision shall be
stricken as to such jurisdiction, individual or Award, and the remainder of the Plan and any
such Award Agreement shall remain in full force and effect.




(g) Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a Participant
or any other individual. To the extent that any individual acquires a right to receive
payment from the Company pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company.




(h) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award
Agreement, and when any provision hereof may entitle the Participant to a fractional share,
such fractional share shall be disregarded.



Section 14. Duration Of The Plan.




     No Award shall be granted under the Plan after the Expiration Date. However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to the
Expiration Date shall remain exercisable or otherwise extend beyond such Expiration Date in
accordance with its terms as set forth in the Award Agreement, and so long as the Award remains
exercisable or otherwise continues in effect the Committee shall retain its power and authority to
amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions
or rights under any such Award, and the Board shall retain its power and authority to amend the
Plan. Provided, that any such actions by the Committee and/or the Board shall comply with Section
409A to the extent Section 409A applies to any Award.



Section 15. Definitions.





(a) “Affiliate” shall mean any entity that, directly or indirectly, controls, is controlled
by or is under common control with, the Company, as determined by the Committee.




(b) “Award” shall mean any Option, award of Restricted Stock, Restricted Stock Unit,
Performance Unit, Stock Appreciation Right or other Stock-Based Award granted under the
Plan.



15









 






(c) “Award Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan, which shall be signed by the Company
or Committee and which may, but need not, be executed or acknowledged by a Participant.




(d) “Board” shall mean the board of directors of the Company.




(e) “Cause” shall mean, except as provided in the applicable Award Agreement, any of the
following:




	 	(i)	 	Use of illegal drugs by the Participant;
	 
	 	(ii)	 	Any material breach by the Participant of any covenant causing material
injury to the Company or Affiliate to the business reputation of the Company or
Affiliate;
	 
	 	(iii)	 	Any willful act or omission of the Participant which is injurious to
the Company or Affiliate or to the business reputation of the Company or Affiliate;
	 
	 	(iv)	 	The dishonesty, fraud, malfeasance, negligence or misconduct of the
Participant;
	 
	 	(v)	 	The conviction of, or entry of a plea of guilty or no contest to, a
felony or crime involving moral turpitude by the Participant;
	 
	 	(vi)	 	Failure of the Participant to materially comply with the policies of
the Company and its Affiliates;
	 
	 	(vii)	 	The continued failure of the Participant to perform substantially the
Participant’s duties with the Company and its Affiliates (other than any such
failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to the Participant by the
Company which specifically identifies the manner in which the Company believes that
the Participant has not substantially performed the Participant’s duties.
	 
	 	(viii)	 	Failure of the Participant to materially follow lawful instructions of the Board.






(f) Unless otherwise provided in the applicable Award Agreement, a “Change in Control”
occurs if there is a “change in control” as defined by Section 409A. As of the date of the
amendment and restatement of this Plan, Section 409A provides that a “change in control”
means (i) a Change of Ownership; (ii) a Change in Effective Control; or (iii) a Change of
Asset Ownership; in each case, as defined herein.




	 	(i)	 	“Change of Ownership” shall be deemed to have occurred on the date one
person (or group) acquires ownership of stock of the Company that, together with
stock previously held, constitutes more than 50% of the total fair market value or
total voting power of the stock of the Company, provided that such person (or
group) did not previously own 50% or more of the value or voting power of the stock
of the Company.
	 
	 	(ii)	 	“Change in Effective Control” shall be deemed to have occurred on the
date either (A) one person (or group) acquires (or has acquired during the
preceding 12 months) ownership of stock of the Company possessing 30% or more of
the total voting power of the Company’s stock or (B) a majority of the Company’s
Board of Directors is replaced




16









 






	 	 	 	during any 12 month period by directors whose election is not endorsed by a majority
of the members of the Company’s Board of Directors prior to such election.
	 
	 	(iii)	 	“Change of Asset Ownership” shall be deemed to have occurred on the
date one person (or group) acquires (or has acquired during the preceding 12
months) assets from the Company that have a total gross fair market value that is
equal to or exceeds 40% of the total gross fair market value of all the Company’s
assets immediately prior to such acquisition.






(g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.




(h) “Committee” shall mean the Stock Option and Compensation Committee of the Board or such
other committee as may be designated by the Board.




(i) “Company” shall mean NewBridge Bancorp.




(j) “Director Awards” shall mean Awards granted to the Participant in connection with or on
account of his Service as a member of the board of directors of the Company or an Affiliate.
Awards granted to the participant in connection with or on account of Service as an
employee of the Company or an Affiliate shall not be considered Director Awards for purposes
of the Plan.




(k) “Disability” shall mean the date on which a Participant who has received an Award
becomes totally and permanently disabled as defined herein. A Participant shall be
considered totally and permanently disabled if he (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for at
least 3 months under an accident and health plan covering employees of the Participant’s
employer, or (iii) is determined to be totally disabled by the Social Security
Administration.




(l) “Employee Awards” shall mean Awards granted to the Participant in connection with or on
account of his Service as an employee of the Company or an Affiliate. Awards granted to
the Participant in connection with or on account of Service as a member of the board of
directors of the Company or an Affiliate shall not be considered Employee Awards for
purposes of the Plan.




(m) “Executive Group” shall mean every individual who is expected by the Committee to be
both (i) a “covered employee” as defined in Section 162(m) of the Code as of the end of the
taxable year in which payment of the Award may be deducted by the Company, and (ii) the
recipient of compensation of more than $1,000,000 for that taxable year.




(n) “Expiration Date” shall mean April 21, 2014, the tenth anniversary of the Plan’s
original effective date.




(o) “Fair Market Value” shall mean means the market price per share of the Company’s Common
Stock determined by the Committee, consistent with the requirements of Sections 409 and 422
of the Code and to the extent consistent therewith, determined as follows, as of the date
specified in the context within which such term is used:



17









 






	 	(i)	 	When there is a public market for the Common Stock, the Fair Market
Value shall be determined by (A) the closing price for a share on the market
trading day on the date of the determination (and if a closing price was not
reported on that date, then the arithmetic mean of the closing bid and asked prices
at the close of the market on that date, and if these prices were not reported on
that date, then the closing price on the last trading date on which a closing price
was reported) on the stock exchange or national market system that is the primary
market for the Shares; and (B) if the shares are not traded on such stock exchange
or national market system, the arithmetic mean of the closing bid and asked prices
for a share on the Nasdaq Small Cap Market for the day prior to the date of the
determination (and if these prices were not reported on that date, then on the last
date on which these prices were reported), in each case as reported in The Wall
Street Journal or such other source that the Committee considers reliable in its
exclusive discretion.
	 
	 	(ii)	 	If the Committee, in its exclusive discretion, determines that the
foregoing methods do not apply or produce a reasonable valuation, then Fair Market
Value shall be determined by an independent appraisal that satisfies the
requirements of Code Section 401(a)(28)(C) as of a date within twelve (12) months
before the date of the transaction for which the appraisal is used, e.g., the date
of grant of an Award (the “Appraisal”). If the Committee, in its exclusive
discretion, determines that the Appraisal does not reflect information available
after the date of the Appraisal that may materially affect the value of the shares,
then Fair Market Value shall be determined by a new Appraisal.
	 
	 	(iii)	 	The Committee shall maintain a written record of its method of
determining Fair Market Value.






(p) “Incentive Stock Option” shall mean an Employee Award in the form of an option
representing the right to purchase Shares from the Company, granted under and in accordance
with the terms of Section 6, that meets the requirements of Section 422 of the Code.




(q) “Involuntary Termination” shall mean a Company-initiated (or Affiliate-initiated)
termination of a Participant’s Service as an Employee.




(r) “Non-Qualified Stock Option” shall mean an Award in the form of a option representing
the right to purchase Shares from the Company, granted under and in accordance with the
terms of Section 6, that is not an Incentive Stock Option.




(s) “Normal Retirement” shall mean, except as otherwise provided in the Award Agreement, the
Participant’s retirement as a director of the Company in accordance with the Company’s
By-Laws. Provided, however, that if Normal Retirement triggers a payment under an Award
that is subject to Section 409A, then the director must have incurred a Separation from
Service” as defined herein and in accordance with Section 409A.




(t) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.




(u) “Other Stock-Based Award” shall mean any right granted under Section 9.




(v) “Participant” shall mean an individual granted an Award under the Plan.




(w) “Performance Measure” shall mean an objective performance goal based on business
criteria that apply to an individual, a business unit, an Affiliate, or the Company as a
whole.



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(x) “Performance Unit” shall mean any right granted under Section 8.




(y) “Plan” shall mean this NewBridge Bancorp Amended and Restated Comprehensive Equity
Compensation Plan for Directors and Employees.




(z) “Restricted Stock” shall mean any Share granted under Section 7.




(aa) “Restricted Stock Unit” shall mean a contractual right granted under Section 7 that is
denominated in Shares. Each Unit represents a right to receive the value of one Share (or a
percentage of such value, which percentage may be higher than 100%) upon the terms and
conditions set forth in the Plan and the applicable Award Agreement. Awards of Restricted
Stock Units may include, without limitation, the right to receive dividend equivalents if
such right is provided for the Award Agreement.




(bb) “Retirement” shall mean, except as expressly provided in the Award Agreement, the
Participant’s voluntary termination of Service as an employee after attaining age 65, or if
earlier age 62 with 30 years of continuous service as an employee with the Company or an
Affiliate. Provided, that if Retirement triggers a payment under an Award that is subject
to Section 409A, then the director must have incurred a Separation from Service” as defined
herein and in accordance with Section 409A.




(cc) “Separation from Service” shall mean an employee, director, and contractor to the
Company, Bank, and all Affiliates has a “separation from service” within the meaning of
Section 409A, including when the Participant dies, retires or has a termination of service
as explained in the following provisions:




	 	(i)	 	The employment relationship is treated as continuing intact while the
Participant is on military leave, sick leave, or other bona fide leave of absence,
if the period of leave does not exceed six (6) months or, if longer, as long as the
employee’s right to reemployment with the Company (or an Affiliate) is provided by
statute or contract. A leave of absence is bona fide only if there is a reasonable
expectation that the employee will return to perform services for the Company (or
an Affiliate). If the period of leave exceeds six (6) months and the Participant’s
right to reemployment is not provided by statute or contract, the employment
relationship is deemed to terminate on the first day immediately following the six
(6) month period;
	 
	 	(ii)	 	A director or contractor has a separation from service upon the
expiration of the contract, and if there is more than one contract, all contracts,
under which the director or contractor performs services as long as the expiration
is a good faith and complete termination of the contractual relationship; and
	 
	 	(iii)	 	If a Participant performs services in more than one capacity, the
Participant must separate from service in all capacities as an employee, director,
and contractor. Notwithstanding the foregoing, if a Participant provides services
both as an employee and a director, the services provided as a director are not
taken into account in determining whether the Participant has a separation from
service as an employee under a nonqualified deferred compensation plan in which the
Participant participates as an employee and that is not aggregated under Section
409A with any plan in which the Participant participates as a director. In
addition, if a Participant provides services both as an employee and a director,
the services provided as an employee are not taken into account in determining
whether the Participant has a separation from service as a director




19









 






	 	 	 	under a nonqualified deferred compensation plan in which the Participant
participates as a director and that is not aggregated under Section 409A with any
plan in which the Participant participates as an employee.






(dd) “Service” shall mean employment as an employee (including an officer) of the Company or
an Affiliate, or service as a member of the board of directors of the Company or an
Affiliate.




(ee) “Shares” shall mean shares of common stock of the Company, $5 par value.




(ff) “Specified Employee” means a “specified employee” as defined by Section 409A. As of
the date of the amendment and restatement of this Plan, Section 409A provides that if the
Company’s Common Stock is publicly traded on an established securities market or otherwise,
then “specified employee” means senior officers who make $130,000 (indexed) or more annually
(limited to the top 3 such officers or, if greater (up to a maximum of 50), the top 10%); 1%
owners whose compensation is $150,000 or more annually; and 5% owners regardless of their
compensation).




(gg) “Stock Appreciation Right” shall mean an Award pursuant to Section 9 that provides for
an amount payable in Shares, cash or a combination thereof, as determined by the Committee,
equal in value to the excess of the Fair Market Value of a Share on the day the Award is
exercised over the Fair Market Value of a Share on the date of the Award.




(hh) “Substitute Award” shall mean Awards granted in assumption of, or in substitution for,
outstanding awards previously granted by a company acquired by the Company or with which the
Company combines.




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